NON-SOLICITATION AGREEMENT

Exhibit 10.4

NON-SOLICITATION AGREEMENT

This Agreement is made and entered into as of the 24th day of January, 2006, between HERITAGE FINANCIAL CORPORATION., a Washington corporation (“Heritage”) and Paula Vinson (“Executive”), the Chief Financial Officer and Senior Vice-President of Western Washington Bancorp, Inc. (“Bancorp”) and/or Washington State Bank, NA. (the “Bank”) (Bancorp and the Bank, collectively, being the “Company”).

Recitals

1. Pursuant to the terms of the Agreement and the Plan of Mergers dated as of the      day of                      , 2006 (the “Plan”) among Heritage and the Company, Bancorp will be merged into Heritage, and the Bank will be merged into Heritage Bank.

2. The obligation of Heritage to consummate the transactions contemplated by the Plan is conditioned upon its receipt of non-competition agreements from Executives of the Company.

3. Executive is a shareholder of Bancorp.

Agreement

Executive also agrees that during this two (2) year period, Executive (or any agent acting on behalf of Exec